Form 8-K

8-K — Rocky Mountain Chocolate Factory, Inc.

Accession: 0001213900-26-078026

Filed: 2026-07-14

Period: 2026-07-14

CIK: 0001616262

SIC: 2060 (SUGAR & CONFECTIONERY PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0298051-8k_rocky.htm (Primary)

EX-99.1 — PRESS RELEASE OF ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., DATED JULY 14, 2026 (ea029805101ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): July

14, 2026

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36865

47-1535633

(State

or other jurisdiction of incorporation

(Commission

File Number

(IRS Employer

Identification No.)

265 Turner Drive

Durango, Colorado 81303

(Address of principal executive offices) (Zip Code)

(970) 259-0554

Registrant’s telephone number, including

area code:

N/A

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value per share

RMCF

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b -2 of this chapter).

Emerging growth

company ☐

an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial

Condition.

On July 14, 2026, Rocky

Mountain Chocolate Factory, Inc. (the “Company”) issued a press release (the “Release”) reporting its results

of operations for the three months ended May 31, 2026. A copy of the Release is attached hereto as Exhibit 99.1.

The information contained

in this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that

Section, and shall not be deemed incorporated by reference into any other filing made by the Company under the Securities Act of 1933,

as amended, or the Exchange Act, regardless of any general incorporation language included in such filing, except as expressly set forth

by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

99.1

Press release of Rocky Mountain Chocolate Factory, Inc., dated July 14, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: July 14, 2026

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

By:

/s/ Carrie Cass

Carrie Cass

Chief Financial Officer

EX-99.1 — PRESS RELEASE OF ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., DATED JULY 14, 2026

EX-99.1

Filename: ea029805101ex99-1.htm · Sequence: 2

Exhibit 99.1

Rocky

Mountain Chocolate Factory Reports Fiscal First Quarter 2027 Financial Results

DURANGO,

Colo., July 14, 2026 (GLOBE NEWSWIRE) -- Rocky

Mountain Chocolate Factory, Inc. (Nasdaq: RMCF) (the “Company” or “RMCF”), America’s Chocolatier®

since 1981, is reporting financial and operating results for its first quarter fiscal 2027, which ended May 31, 2026.

“Since stepping into the Interim CEO role,

I have been encouraged by the commitment of our team, the engagement of our franchisees and the support of our Board,” said Allen

Harper, Interim CEO. “I want to thank Jeff for his leadership and recognize the work he, Carrie and the broader team have done to

strengthen the foundation of the business, including the important progress made across pricing, production efficiency, ERP and store-level

systems, franchisee ordering capabilities and customer engagement. While our first quarter results reflect continued near-term challenges,

I believe we are entering a phase where execution, alignment and accountability will be critical.”

“Working closely with the Board and leadership

team, our immediate focus is on improving production, strengthening fulfillment and distribution, pursuing higher-margin product opportunities

and evaluating ways to address the Company’s debt structure and working capital at favorable terms. These priorities will guide

us in the coming quarters as we focus on product quality, service and franchisee support to better position Rocky Mountain Chocolate Factory

for sustainable growth. Most importantly, we want our employees, franchisees and customers to feel renewed energy around this brand. We

are working hard to ultimately make chocolate fun again.”

Mel Keating, chairman of the Board, added, “Al

brings decades of leadership experience in consumer-facing businesses and a deep connection to the city of Durango, its people and this

Company through his service on the Board and as one of the Company’s largest shareholders. His familiarity with our business, franchise

network and strategic priorities allows him to lead from day one as the Company remains focused on disciplined execution and long-term

value creation for shareholders.”

Fiscal First Quarter 2027 Financial Results

vs. Fiscal First Quarter 2026

● Total revenue was $6.1 million for the first

quarter of fiscal 2027 compared to $6.4 million in the first quarter of fiscal 2026. A 3% increase in Durango product and retail sales

from price increases was offset by lower royalty and marketing fees under revised franchise agreements.

● Total product and retail gross profit was $0.2

million in the first quarter of fiscal 2027 compared to $0.3 million in the first quarter of fiscal 2026, reflecting lower packaged product

sales.

● Total costs and expenses were $7.1 million in

the first quarter of fiscal 2027, up from $6.5 million in the first quarter of fiscal 2026. The increase was driven by higher cost of

sales, higher general and administrative costs tied to the franchise website and third-party delivery platform rollout, and higher retail

operating costs with the increase from two to four company-owned stores, partially offset by lower franchise and sales and marketing costs.

● Net loss was $1.2 million or $(0.12) per share

for the first quarter of fiscal 2027, compared to a net loss of $0.3 million or $(0.04) per share in the first quarter of fiscal 2026.

● EBITDA was $(0.6) million in the first quarter

of fiscal 2027 compared to $0.2 million in the first quarter of fiscal 2026.

The Company will not host a conference call in

connection with this earnings release. The Company currently expects to host a conference call in connection with its fiscal second quarter

2027 results.

About Rocky Mountain Chocolate Factory, Inc.

Rocky Mountain Chocolate Factory, Inc. is a leading

franchisor of premium chocolate and confectionary retail store concept. As America’s Chocolatier®, the Company has

been producing an extensive line of premium chocolates and other confectionery products, including gourmet caramel apples since 1981.

Headquartered in Durango, Colorado, Rocky Mountain Chocolate Factory is ranked among Entrepreneur’s Franchise 500® for

2026. The Company and its franchisees and licensees operate approximately 250 Rocky Mountain Chocolate stores across the United States,

with several international locations. The Company’s common stock is listed on the Nasdaq Capital Market under the symbol “RMCF.”

Forward-Looking Statements

This press release includes statements of our

expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A

of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to come

within the safe harbor protection provided by those sections. These forward-looking statements involve various risks and uncertainties.

The statements, other than statements of historical fact, included in this press release are forward-looking statements. Many of the forward-looking

statements contained in this document may be identified by the use of forward-looking words such as “will,” “intend,”

“believe,” “expect,” “anticipate,” “should,” “plan,” “estimate,” “potential,”

or similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

All statements that address operating performance, events or developments that we expect or anticipate will occur in the future - including

statements regarding future financial and operating results and anticipated outcomes of our business strategy and plan, our expectations

regarding hosting conference calls, our efforts to improve production, fulfillment and distribution and pursuit of higher-margin product

opportunities are forward-looking statements. Management of the Company believes that these forward-looking statements are reasonable

as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements

speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking

statements are subject to certain risks and uncertainties that could cause our Company’s actual results to differ materially from

historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to: inflationary

impacts, changes in the confectionery business environment, seasonality, consumer interest in our products, receptiveness of our products

internationally, consumer and retail trends, costs and availability of raw materials, competition, the success of our co-branding strategy,

the success of international expansion efforts and the effect of government regulations. For a detailed discussion of the risks and uncertainties

that may cause our actual results to differ from the forward-looking statements contained herein, please see the section entitled “Risk

Factors” contained in our periodic reports, each filed with the Securities and Exchange Commission.

Investor Contact

Sean Mansouri, CFA

Elevate IR

(720) 330-2829

RMCF@elevate-ir.com

Media Contact

Raymond Barrett

Director of Marketing

(305) 801-5641

rbarrett@rmcf.net

Rocky Mountain Chocolate Factory, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

Three Months Ended May 31,

2026

2025

Revenues

Sales

$ 4,881

$ 4,718

Franchise and royalty fees

1,232

1,655

Total Revenue

6,113

6,373

Costs and Expenses

Cost of sales

4,702

4,392

Franchise costs

491

595

Sales and marketing

190

206

General and administrative

1,280

1,001

Retail operating

317

206

Depreciation and amortization, exclusive of depreciation and amortization expense of $227 and $228, respectively, included in cost of sales

139

118

Total costs and expenses

7,119

6,518

Loss from Operations

(1,006 )

(145 )

Other Income (Expense)

Interest expense

(208 )

(188 )

Interest income

Other income (expense), net

(162 )

(179 )

Loss Before Income Taxes

(1,168 )

(324 )

Income Tax Provision (Benefit)

Net Loss

$ (1,168 )

$ (324 )

Basic Loss per Common Share

$ (0.12 )

$ (0.04 )

Diluted Loss per Common Share

$ (0.12 )

$ (0.04 )

Weighted Average Common Shares Outstanding - Basic

9,390,389

7,742,317

Dilutive Effect of Employee Stock Awards

Weighted Average Common Shares Outstanding - Diluted

9,390,389

7,742,317

Rocky Mountain Chocolate Factory, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

May 31,

2026

(unaudited)

February 28,

2026

Assets

Current Assets

Cash and cash equivalents

$ 609

$ 1,218

Accounts receivable, less allowance for credit losses of $128 and $128, respectively

2,725

2,545

Notes receivable, current portion, less current portion of the allowance for credit losses of $28 and $28, respectively

Refundable income taxes

Inventories

3,228

4,057

Prepaid expenses

883

831

Total current assets

7,548

8,768

Property and Equipment, Net

8,709

8,775

Other Assets

Notes receivable, less current portion and allowance for credit losses of $0 and $0, respectively

Goodwill

576

Intangible assets, net

712

733

Lease right of use asset

1,671

1,310

Other

Total other assets

3,006

2,669

Total Assets

$ 19,263

$ 20,212

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable

$ 4,593

$ 5,088

Accrued salaries and wages

587

406

Gift card liabilities

654

Other accrued expenses

162

Deferred Income Tax

187

Lease liability

394

282

Contract Liability

107

105

Total current liabilities

6,684

6,786

Notes Payable

6,574

6,568

Lease Liability, Less Current Portion

1,300

1,054

Contract Liabilities, Less Current Portion

561

575

Total Liabilities

15,119

14,983

Commitments and Contingencies

Stockholders’ Equity

Preferred stock, $.001 par value per share; 250,000 authorized; 0 shares issued and outstanding

Common stock, $.001 par value, 46,000,000 shares authorized, 9,395,817 shares and 7,764,484 shares issued and outstanding, respectively

Additional paid-in capital

15,251

15,168

Accumulated deficit

(11,116 )

(9,948 )

Total stockholders’ equity

4,144

5,229

Total Liabilities and Stockholders’ Equity

$ 19,263

$ 20,212

Rocky Mountain Chocolate Factory, Inc. and Subsidiaries

Condensed Consolidated Computation of EBITDA

(In Thousands)

Three Months Ended May 31

Three Months Ended May 31,

2026

2025

Net Loss

$ (1,168 )

$ (324 )

Costs and Expenses

Depreciation and amortization

366

346

Interest expense

208

188

EBITDA

(594 )

210

GAAP to Non-GAAP Financial Measures

This press release includes a non-GAAP financial

measure, EBITDA, which the Company defines as net earnings before interest expense, taxes on income, and depreciation and amortization.

A reconciliation of EBITDA with GAAP net earnings attributable to the Company is included in this press release.

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